Ernest v Nicholls (1857) 6 HL Cas 401
‘[The shareholders] can only act through the directors, and the acts of the individual shareholders have no effect whatever on the company at large’, Lrd Wensleydale, p 419.

Bushell v Faith 1969 1 All ER 1002Where directors were empowered by the articles to increased voting rights on any resolution to remove them as directors, such a right was valid even though this might in practice defeat the s 303 ordinary resolution power to remove directors.

Re Richborough Furniture [1996] 1 BCLC 507‘…clear evidence that he had been either the sole person directing the affairs of the company [or acting with others all equally lacking in a valid appointment…) or, if there were others who were true directors, that he was acting on an equal footing with the others in directing the affairs of the company’ Timothy Lloyd, QC, at p 524. De facto directors – ‘holding out’ test

Re Hydrodam (Corby) Ltd [1994] 2 BCLC 183‘A de facto director is a person who assumes to act as a director. He is held out as a director by the company, and claims and purports to be a director, although never actually or validly appointed as such. To establish that a person was a de facto director of the company it is necessary to plead and prove that he undertook functions in relation to the company which could properly be discharged only by a director. It is not sufficient to show that he was concerned in the management of the company’s affairs or undertook tasks in relation to its business which can properly be performed by a manager below board level’, Millet J.

Re PFTZM Ltd [1995] 2 BCLC 354PFTZM had operated a hotel but it was not as profitable as expected and its MD thought it would be unable to pay the rent. The landlord co. permitted PFTZM to continue trading provided that one of its directors attended PFTZM’s weekly meetings and decided which of PFTZM’s creditors should be paid. Judge Paul Baker, QC decided that there was not even a prima facie case that the landlord directors were shadow directors of PFTZM and almost complete control of the company affairs would be required for such a finding.

Percival v Wright [1902] 2 Ch 421P sought to sell his shares in the co and wrote to the co secretary asking if he knew of anyone who was willing to buy. After negotiations, the chair of the board of directors arranged for the purchase of 252 shares, 85 for himself and 84 for each of this fellow directors at a price based upon P’s valuation of the shares. Soon afterwards, P discovered that prior to, and throughout the negotiations for the sale of the shares, another person was negotiating with the board for the purchase of the whole company and was offering higher prices for the shares than P had been paid by the directors. P brought an action against the directors asking for the sale of his shares to be set-aside on the basis of non-disclosure. The court held, however, that the directors are not trustees for individual shareholders and could purchase their shares without disclosing that they are negotiating for the sale of the entire co. Disclosure may have been detrimental to the company (and shareholders) as a whole.

Allen v Hyatt (1914) 30 TLR 444The directors of a co induced shareholders to give them certain options for the purchase of their shares so that the directors could themselves negotiate for the sale of shares to another company. Instead of selling the shares directly to the other company, the directors used their powers to purchase the shares themselves and then resold them at a higher price to the other company. It was held by the court, however, that the directors had made themselves agents for the shareholders in the sale of the shares and were therefore bound to account for any profit made on the sale.

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